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PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE. BY ACCESSING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SITE.

THIS AGREEMENT ("AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“LICENSEE”, “YOU” OR "YOUR") AND ZEON CORPORATION (“ZEON”). BY USING THE SERVICE HEREIN DESCRIBED AND/OR ANY SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO ZEON THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY. ZEON FURTHER RESERVES THE RIGHT TO SEEK ALL REMEDIES AVAILABLE BY LAW AND IN EQUITY FOR ANY VIOLATION OF THESE TERMS. ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY ZEON.

Agreement with ZEON

These Terms of Use, together with all updates and any Additional Terms applicable to Your use of Services, collectively constitute the legal agreement between You and ZEON. Please make sure You have read and agreed to the End User License Agreement, Privacy Statement document, and any other Additional Terms which apply to Your use of the Services. In some countries the Software may be provided by our local partner. If so, You will be asked to accept the partner's own Terms of Uses, which will supersede these Terms of Use in case of conflict. You should print or save a copy of these Terms or Service for your records.

General License Agreement

Subject to the Terms of Use of this Agreement and depending upon whether during sign up with Gaaiho you have chosen to use the Service and/or the Software on a subscription basis or to receive a perpetual license to use the Software, ZEON grants to You: (i) a non-exclusive, non-transferable, non-sublicensable license to use the Service and/or Software for the term of this Agreement, and/or (ii) a non-exclusive, non-transferable, non-sublicensable perpetual license to use the Software. Except as otherwise specifically permitted in this Agreement, You may not: (a) modify or create any derivative works of the Service or Software; (b) copy any portion of the Service or Software; (c) sublicense or, unless You have signed up for an account that permits more than one user (in which case You agree not to exceed the permitted number of users), permit use of the Service or Software by more than one user; (d) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); or (e) use the Service or Software in a timesharing or service bureau arrangement, or otherwise transfer rights to the Service or Software. Any update/upgrade to the Software provided to You is made on a license exchange basis such that You agree, as a condition for receiving an update, that You will terminate Your use any previous version of the Software. ZEON may automatically check the Service and/or Your version of the Software and may automatically update the Service and/or Software from time to time. You agree to accept such updates subject to this Agreement.

Additional Subscription License Terms

ZEON reserves the right to withdraw or change the subscriptions at any time. If ZEON changes the Software included in Your subscription, ZEON will send a notification by e-mail, stating the changes and their effective date. If You do not wish to accept these changes, You are entitled to terminate Your subscription, in writing or by e-mail, effective from the date on which the changes are due to take effect.

In the event that there is, or ZEON suspects that there is, any fraudulent activity or misuse of Your subscription, ZEON reserves the right to terminate Your subscription with immediate effect and without a refund.

You may terminate Your subscription at any time.

Termination

Duration

The agreement will be effective as of the date of Your acceptance thereof by clicking on the accept button or similar buttons or links as may be designated by ZEON, or the date of Your first use of any of the Software, whichever occurs earlier, and will remain effective until terminated by either ZEON or You as set out below.

Termination

You may terminate Your agreement with us at any time. Without limiting other remedies, ZEON or its Affiliates may terminate these Terms of Use with immediate effect, automatically and without recourse to the courts, and may limit, suspend, or terminate Your use of the Software, prohibit access to Gaaiho website, remove hosted content, and take technical and legal steps to keep You off the Gaaiho website if we think that You are in breach of these Terms of Use, creating problems or possible legal liabilities, acting inconsistently with the letter or spirit of our policies, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for any other similar reason with immediate effect and without recourse to the courts. ZEON shall effect such termination by preventing Your access to Your User Account and to Software. If You provided a valid e-mail address, ZEON may provide notice to You by e-mail.

Account and Use of Service

You may be required to register with Gaaiho in order to access certain areas of the Site. With respect to any such registration, ZEON may refuse to grant you, and you may not use, a user name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; that violates the intellectual property or other rights of any person; that is offensive; or that ZEON rejects for any other reason in ZEON's singular discretion.

Your user name and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Site, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Site, to any third party. You are fully responsible for all interaction with the Site that occurs in connection with your password or user name. You agree to notify ZEON immediately of any unauthorized use of your password or user name or any other breach of security related to your account or the Site, and to ensure that you “log off”/exit from your account with the Site (if applicable) at the end of each session. ZEON is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

Proprietary Rights

The information and materials made available through the Site, including the Software, are and shall remain the property of ZEON, its subsidiaries, affiliates, licensors and/or suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with these Terms, solely for so long as you are permitted by ZEON to access and use the Site, and provided that you keep intact all copyright and other proprietary notices, you may (a) view any content on the Site to which we provide you access hereunder on any single computer solely for personal, informational, non-commercial purposes, and (b) download and print one (1) copy of materials that ZEON specifically makes available for downloading (such as white papers) (the "Documents") from this Site solely for personal, informational, non-commercial purposes, provided that the Documents may not be modified or altered in any way. You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, rent, lease, modify, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, the Site or any information from this Site, in whole or in part, without the express prior written authorization of ZEON. Elements of the Site are protected by copyright, trade dress, trademark, unfair competition, and/or other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound, or image from the Site may be copied or retransmitted unless expressly permitted in writing by ZEON. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of ZEON's or its affiliates' or suppliers' trade names, trademarks or service marks without ZEON's express prior written consent.

Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ZEON AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR VIOLATION OF THESE TERMS OF USE, ANY APPLICABLE LAW OR REGULATION, OR THE RIGHTS OF ANY THIRD PARTIES RELATED TO THE USE OF THE SOFTWARE.

Disclaimer of Warranties

LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICE AND ANY SOFTWARE MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE HEREBY ACCEPTS THE SERVICE AND SOFTWARE, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER ZEON NOR ANY OF ZEON'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Limitation of Liability

LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER ZEON NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO ZEON BY LICENSEE (IF ANY) UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, ZEON WOULD NOT LICENSE THE SERVICE OR SOFTWARE TO YOU.

Miscellaneous

Entire Agreement

The Terms of Use of these Terms of Use and any applicable Additional Terms constitute the entire agreement between You and Gaaiho with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or ZEON arising out of fraud or fraudulent misrepresentation.

Partial Invalidity

If any provision of these Terms of Use, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Terms of Use as a whole, the legality, validity or enforceability of the remainder of the Terms of Use (including the remainder of the term which contains the relevant provision) shall not be affected.

No waiver

The failure to exercise, or delay in exercising, a right, power, or remedy provided by the Terms of Use or by law shall not constitute a waiver of that right, power, or remedy. If ZEON waives a breach of any provision of the Terms of Use, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

Assignment

You are not allowed to assign the Terms of Use or any rights hereunder. ZEON is allowed at its sole discretion to assign the Terms of Use or any rights hereunder to any third party, without giving prior notice.

Applicable Law and Competent Court

This agreement and all the terms herein shall be governed and construed in accordance with the laws of Republic of China (Taiwan), without giving effect to principles of conflict of laws. Any dispute arising under or in connection with this agreement or any transactions hereunder shall be subject to the non-exclusive jurisdiction of Taipei District Court, Taiwan, Republic of China.

Survival

The terms of paragraphs 8 and 10 of this Agreement, and any other provision of the Additional Terms which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason.

Update

ZEON reserves the right to modify these Terms of Use at any time by publishing the revised Terms of Use on the Website, which shall become effective within thirty (30) days from the date of publication, unless You expressly accept the revised Terms of Use earlier by clicking on the accept button. Your continued use of the Software after expiration of the 30-day period shall constitute Your acceptance to be bound by the Terms of Use of the revised version of the Terms of Use. If You do not wish to accept these revised Terms of Use, You are entitled to terminate Your User Account, in writing or by e-mail, with effect from the date on which the revised Terms of Use would become effective.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS OF USE SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON OR BY USING THE SOFTWARE YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS OF USE AND GRANT TO ZEON THE RIGHTS SET FORTH HEREIN.